false 0001453593 0001453593 2026-05-13 2026-05-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549 FORM 8-K CURRENT
REPORT Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date
of Report (Date of earliest event reported): May 13, 2026 XTANT
MEDICAL HOLDINGS, INC. (Exact
name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State
                                            or other jurisdiction of
    incorporation) (Commission File
    Number) (IRS
                                            Employer Identification
    No.) 664
                                            Cruiser Lane Belgrade , Montana 59714 (Address
    of principal executive offices) (Zip
    Code) (406) 388-0480 (Registrant’s
telephone number, including area code) Not
Applicable (Former
name or former address, if changed since last report.) Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions: ☐ Written communications pursuant
  to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant
  to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications
  pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications
  pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities
registered pursuant to Section 12(b) of the Act: Title
    of each class Trading
    Symbol(s) Name
    of each exchange on which registered Common
    stock, par value $0.000001 per share XTNT NYSE
    American LLC Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging
growth company ☐ If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item
                                            2.02 Results
                                            of Operations and Financial Condition. On
May 13, 2026, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three months ended March
31, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. The
information in Item 2.02 of this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any registration statement or other document filed by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing. To
supplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”),
the Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished
as Exhibit 99.1 to this report. The Company defines non-GAAP adjusted EBITDA as net income (loss) from operations before depreciation
and amortization expense; interest expense, net; and tax benefit (expense), and as further adjusted to add back in or exclude, non-cash
compensation, divestiture/acquisition-related income and expenses, acquisition-related fair value adjustments, unrealized foreign currency
translation loss or gain, and separation-related expenses, in each case as applicable. The
Company uses non-GAAP adjusted EBITDA in making operating decisions because it believes this measure provides meaningful supplemental
information regarding its core operational performance. Additionally, this measure gives the Company a better understanding of how it
should invest in sales and marketing and research and development activities and how it should allocate resources to both ongoing and
prospective business initiatives. The Company also uses non-GAAP adjusted EBITDA to help make budgeting and spending decisions, for example,
among sales and marketing expenses, general and administrative expenses, and research and development expenses. Additionally, the Company
believes its use of non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring
out potential differences caused by charges not related to its regular, ongoing business, including, without limitation, non-cash charges
and certain large and unpredictable charges or gains. As
described above, the Company excludes the effect of the following items from its non-GAAP adjusted EBITDA for the following reasons: Non-cash
compensation . The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company.
Although non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies
on valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and
are affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash
compensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined
non-GAAP financial measures of comparable companies. Divestiture/acquisition-related
expenses and income related to transition services agreements . The Company excludes expenses and income directly related to the Company’s
divestitures and acquisitions and subsequent integration and transition activities from non-GAAP adjusted EBITDA primarily because such
expenses and income are not reflective of the Company’s ongoing operating results and are not used by management to assess the
core profitability of the Company’s business operations. These expenses and income include legal and accounting fees, as well fees
charged by the Company in connection with post-divestiture services performed for divested operations. These expenses and income are
not considered normal, recurring, cash operating expenses/income necessary to operate the Company’s business. The Company further
believes that excluding these expenses and income from its non-GAAP results is useful to investors in that it allows for period-over-period
comparability. Acquisition-related
fair value adjustments . The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because
such adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core
profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results
is useful to investors in that it allows for period-over-period comparability. Unrealized
foreign currency translation gain or loss . The Company excludes unrealized foreign currency translation gain or loss, as applicable,
from non-GAAP adjusted EBITDA primarily because such gain or loss is not reflective of the Company’s ongoing operating results
and is not used by management to assess the core profitability of the Company’s business operations. The Company further believes
that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability. Separation-related
expens es. The Company excludes separation-related expenses primarily because such expenses are not reflective of the Company’s
ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations.
The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period over-period
comparability. Non-GAAP
adjusted EBITDA is reconciled to net income (loss), the most directly comparable GAAP measure in the press release. The Company also
presents in the press release EBITDA as a percentage of total revenue and adjusted EBITDA as a percentage of total revenue and reconciles
these two non-GAAP measures in the press release to net income (loss) as a percentage of total revenue. Non-GAAP
financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures
used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules
or principles. Accordingly, the calculation of the Company’s non-GAAP financial measures may differ from the definitions of other
companies using the same or similar names, limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP
financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s financial results
as determined in accordance with GAAP. Non-GAAP financial measures should only be used to evaluate the Company’s financial results
in conjunction with the corresponding GAAP measures. Accordingly, the Company qualifies its use of non-GAAP financial information in
a statement when non-GAAP financial information is presented. Item
8.01 Other
                                            Events. On
May 13, 2026, the Company announced August 7, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026
Annual Meeting”). The exact time and location of the 2026 Annual Meeting will be specified in the Company’s proxy statement
for the 2026 Annual Meeting, which it anticipates will be printed on or about June 11, 2026 and sent or made available to stockholders
commencing on or about June 12, 2026. Since
the date of the Company’s 2026 Annual Meeting has changed by more than 30 days from the date of last year’s Annual Meeting
of Stockholders, stockholders who, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), wish to present proposals for inclusion in the proxy materials relating to the 2026 Annual Meeting must submit their proposals
so that they are received by the Company at its principal executive offices no later than the close of business on May 23, 2026, which
the Company believes is a reasonable time before it prints and mails its proxy materials. The proposals must satisfy the requirements
of the proxy rules promulgated by the Securities and Exchange Commission (the “SEC”) and as the rules of the SEC make clear,
simply submitting a proposal does not guarantee that it will be included. The
Company’s Third Amended and Restated Bylaws (the “Bylaws”) provide for an advance notice procedure with regard to nominations
of persons for election to the Board of Directors and stockholder proposals to be brought before an annual meeting. Pursuant to the terms
of the Bylaws, any other stockholder proposals, including director nominations, to be presented at the 2026 Annual Meeting (other than
a matter brought pursuant to SEC Rule 14a-8) are required to be given in writing to the Company’s Corporate Secretary and delivered
to or mailed and received by the Company no later than the close of business on May 23, 2026, the 10th day following the date of this
Current Report on Form 8-K announcing the date of the 2026 Annual Meeting, and must contain information specified in the Bylaws. In
addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees
at the 2026 Annual Meeting must comply with the “universal proxy rules,” Rule 14a-19 promulgated under the Exchange Act,
as required by and in addition to the Bylaws, including providing written notice on a timely basis no later than June 9, 2026, which
is 60 days prior the date of the 2026 Annual Meeting, and providing certain information required by Rule 14a-19 under the Exchange Act
(including a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of
the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s
nominees) to the Company. Item
                                            9.01 Financial
                                            Statements and Exhibits. (d)
Exhibits. Exhibit
    No. Description 99.1 Press Release of Xtant Medical Holdings, Inc. dated May 13, 2026 entitled “Xtant Medical Reports First Quarter 2026 Financial Results” (furnished herewith) 104 Cover
    Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. XTANT
    MEDICAL HOLDINGS, INC. By: /s/
    Scott C. Neils Scott
    C. Neils Chief
    Financial Officer Date:
May 13, 2026

Xtant Medical Holdings announced Q1 2026 financial results for the three months ended March 31, 2026, providing shareholders and investors with an update on the company's operational performance and financial health.

On May 13, 2026, Xtant Medical Holdings, Inc. announced its financial results for the three months ended March 31, 2026. The report details the company's operational performance, highlighting key metrics and figures that impact financial condition. The press release containing this information is included as Exhibit 99.1 to the filing, although it is not considered as 'filed' under Section 18 of the Securities Exchange Act. This recent disclosure is significant for shareholders and potential investors as it showcases the company's financial health and strategic direction.

Real-time funding, M&A, exec moves & hiring — the signals that move deals

XTANT MEDICAL HOLDINGS, INC.

AI Executive Summary

Key Takeaways

Raw Filing Content

Filing Overview

What This Means